## Facts

- Leonard Besel started and operated Leonard’s Home Improvement (Leonard’s) as a remodeling business.
- Shelly Besel, Leonard’s wife, helped Leonard with limited tasks such as posting or responding to Facebook advertising, providing basic information to potential customers, and typing invoices and contract bids.
- Leonard and Shelly had no agreement about dividing Leonard’s profits, and the business was treated as Leonard’s sole proprietorship for tax purposes (including no partnership tax return).
- David and Lisa Norris sought a contractor for a home remodel and posted an inquiry on Facebook.
- Shelly responded to the post and described the contractor as her husband, stating that Leonard had long experience and that the business was his (Leonard’s Home Improvement), and she provided Leonard’s contact information.
- On March 18, 2016, the Norrises and Leonard signed a written remodeling contract identifying Leonard as the owner of Leonard’s; Leonard was the only signatory for the business.
- Disputes arose during performance, Leonard terminated the contract before completion, and the Norrises sued for breach of contract and breach of warranty.
- The Norrises named both Leonard and Shelly as defendants and claimed Leonard’s was a partnership between them, making Shelly personally liable.
- Shelly denied any ownership interest in Leonard’s and moved for summary judgment; the district court granted the motion and dismissed her from the case with prejudice.
- The Norrises appealed the dismissal of Shelly to the Wyoming Supreme Court.

## Issues

1. Whether the summary-judgment record raised a genuine issue of material fact that Shelly Besel was a partner (or apparent partner) in Leonard’s Home Improvement.
2. Whether, on the undisputed facts, Shelly Besel was entitled to judgment as a matter of law on the claims against her.

## Decision

- The Wyoming Supreme Court affirmed the district court’s grant of summary judgment to Shelly Besel.
- The Court held the Norrises failed to produce evidence from which a reasonable factfinder could conclude Shelly was a co-owner/partner in Leonard’s or that she was liable under a partnership-by-estoppel theory.
- Because no genuine issue of material fact existed on Shelly’s partnership status, dismissal with prejudice was proper.

## Legal Principles

- Summary judgment is appropriate when there is no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law; appellate review is de novo, viewing the record favorably to the nonmovant.
- An actual partnership requires an association of two or more persons to carry on as co-owners a business for profit; relevant considerations include intent, co-ownership, sharing of profits and losses, and control/management, assessed from the totality of the circumstances.
- A spouse’s limited administrative or clerical assistance in the other spouse’s business, without evidence of co-ownership, shared profits/losses, or joint control, does not by itself establish a partnership.
- Partnership by estoppel (apparent partnership) requires a representation that the person is a partner (made by the person or with consent) and reasonable reliance by the third party when entering the transaction.
- Statements identifying the business as belonging to “my husband” and referring customers to him, without more, are not a representation that the speaker is a co-owner; a contract naming only one owner also weighs against reasonable reliance on any claimed partnership status.

## Conclusion

The Wyoming Supreme Court affirmed summary judgment dismissing Shelly Besel because the evidence showed Leonard’s Home Improvement was Leonard’s sole proprietorship and Shelly’s Facebook communications and limited office help did not establish co-ownership, profit-sharing, control, or a representation-and-reliance basis for partnership by estoppel.


Norris v. Besel, 442 P.3d 60 (2019)